---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
THE EXCHANGE ACT

For the transition period from _________ to _________

Commission File Number: 333-150831

CICERO RESOURCES CORP.(Name of Small Business Issuer in its charter)

|Nevada                          | None                      
|------------------------------- | --------------------------
|(state or other jurisdiction of | (I.R.S. Employer I.D. No.)
|incorporation or organization)  |                           

7251 W. Lake Mead Blvd, Suite 300Las Vegas NV
89128(Address of principal executive offices)

(702) 562 4308Issuers telephone
number

Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant
was require to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. **Yes**[X]  No
[   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated filer [   ]    
   Accelerated filer [  
]        Non-accelerated filer [  
]        Smaller reporting company[X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes[X]    No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 20, 2008, the registrant had 34,040,000shares of common stock outstanding.

---

Table of Contents

|PART I - FINANCIAL INFORMATION | 1                                                                                                  
|------------------------------ | ---------------------------------------------------------------------------------------------------
|                               | Item 1. Financial Statements                                                                       
|                               | Item 2. Managements Discussion and Analysis of Financial
      Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures About Market
      Risk.                          
|                               | Item 4. Controls and Procedures.                                                                   
|                               | Item 4T. Controls and Procedures.                                                                  
|PART II  OTHER INFORMATION    | 6                                                                                                  
|                               | Item 1. Legal Proceedings.                                                                         
|                               | Item 1A. Risk Factors                                                                              
|                               | Item 2. Unregistered Sales of Equity Securities and Use
      of Proceeds.                         
|                               | Item 3. Defaults Upon Senior Securities.                                                           
|                               | Item 4. Submission of Matters to a Vote of Security Holders                                        
|                               | Item 5. Other Information.                                                                         

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited interim consolidated financial statements of
Cicero Resources Corp. (the Company, Cicero, we, our, us) follow. All
currency references in this report are in US dollars unless otherwise noted.

Cicero Resources Corp. Report and Financial
Statements(An Exploration Stage Company) (Unaudited) June 30,
2008





Financial Statement Index





|Balance
      Sheets                     | F1
|---------------------------------------- | ---
|                                         |    
|Statements
      of Operations           | F2
|                                         |    
|Statements
      of Cash Flows           | F3
|                                         |    
|Statements
      of Stockholders Equity | F4
|                                         |    
|Notes
      to the Financial Statements  | F5

1

---

CICERO RESOURCES CORP.(An Exploration Stage Company)
BALANCE SHEETS June 30, 2008 and December 31, 2007 (Stated in US
Dollars)

|                                                            |   | June 30,    |   |   | December 31, |  
|----------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                            |   | 2008        |   |   | 2007         |  
|                                                            |   | (unaudited) |   |   |              |  
|                                                            |   |             |   |   |              |  
|ASSETS                                                      |   |             |   |   |              |  
|                                                            |   |             |   |   |              |  
|Current assets                                              |   |             |   |   |              |  
|Cash and cash equivalents                                   | $ | 16,496      |   | $ | 47,491       |  
|Accounts receivable                                         |   | 12          |   |   | 12           |  
|Total current assets                                        |   | 16,508      |   |   | 47,503       |  
|                                                            |   |             |   |   |              |  
|                                                            |   |             |   |   |              |  
|Total Assets                                                | $ | 16,508      |   | $ | 47,503       |  
|                                                            |   |             |   |   |              |  
|                                                            |   |             |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                        |   |             |   |  
|                                                            |   |             |   |   |              |  
|Current liabilities                                         |   |             |   |   |              |  
|Accounts payable and
      accrued liabilities              | $ | 1,312       |   | $ | 5,336        |  
|                                                            |   |             |   |   |              |  
|Total current liabilites                                    |   | 1,312       |   |   | 5,336        |  
|                                                            |   |             |   |   |              |  
|Stockholders Equity                                        |   |             |   |   |              |  
|Preferred Stock, $0.00001 par value;
      authorized       |   |             |   |   |              |  
|20,000,000 shares, none
      issued and outstanding        |   |             |   |   |              |  
|Common Stock, $0.00001 par value;
      authorized          |   |             |   |   |              |  
|150,000,000 shares,
      issued and outstanding 34,040,000 |   |             |   |   |              |  
|and 29,000,000 shares, respectively                         |   | 340         |   |   | 290          |  
|Additional Paid in Capital                                  |   | 83,160      |   |   | 47,210       |  
|Deficit accumulated during the Exploration stage            |   | (68,304     | ) |   | (5,333       | )
|                                                            |   |             |   |   |              |  
|Total Stockholders Equity                                  |   | 15,196      |   |   | 42,167       |  
|                                                            |   |             |   |   |              |  
|Total Liabilities and Stockholders Equity                  | $ | 16,508      |   | $ | 47,503       |  

(The accompanying notes are an integral part of the financial
statements.) F-1

---

CICERO RESOURCES CORP.(An Exploration Stage Company)
STATEMENTS OF OPERATIONS for the three and six months ended June 30,
2008 and for the period October 19, 2007 (Date of Inception) to June 30,
2008 (Stated in US Dollars) (Unaudited)

|                                  |   |              |   |   |            |   |   | October 19,   |  
|--------------------------------- | - | ------------ | - | - | ---------- | - | - | ------------- | -
|                                  |   | Three months |   |   | Six months |   |   | 2007 (Date of |  
|                                  |   | ended        |   |   | ended      |   |   | Inception) to |  
|                                  |   | June 30,     |   |   | June 30,   |   |   | June 30,      |  
|                                  |   | 2008         |   |   | 2008       |   |   | 2008          |  
|Costs and expenses                |   |              |   |   |            |   |   |               |  
|Accounting and audit
      fees   | $ | 1,313        |   | $ | 3,866      |   | $ | 3,866         |  
|Bank charges and interest         |   | 92           |   |   | 161        |   |   | 169           |  
|Filing fees                       |   | 8,457        |   |   | 13,828     |   |   | 13,828        |  
|Mineral property acquisition cost |   | -            |   |   | 6,000      |   |   | 6,000         |  
|Professional fees                 |   | 6,602        |   |   | 39,116     |   |   | 44,441        |  
|                                  |   |              |   |   |            |   |   |               |  
|Total expenses                    |   | 16,464       |   |   | 62,971     |   |   | 68,304        |  
|                                  |   |              |   |   |            |   |   |               |  
|                                  |   |              |   |   |            |   |   |               |  
|Net loss                          | $ | (16,464      | ) | $ | (62,971    | ) | $ | (68,304       | )
|                                  |   |              |   |   |            |   |   |               |  
|Basic and diluted loss per share  | $ | (0.00        | ) | $ | (0.00      | ) |   |               |  
|                                  |   |              |   |   |            |   |   |               |  
|Weighted average number of shares |   |              |   |   |            |   |   |               |  
|outstanding                       |   | 34,963,077   |   |   | 34,671,868 |   |   |               |  

(The accompanying notes are an integral part of the financial
statements.) F-2

---

CICERO RESOURCES CORP.(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS for the six months ended June 30, 2008 and
for the period October 19, 2006 (Date of Inception) to June 30, 2008
(Stated in US Dollars) (Unaudited)

|                                                       |   |            |   |   | October 19,   |  
|------------------------------------------------------ | - | ---------- | - | - | ------------- | -
|                                                       |   | Six Months |   |   | 2007 (Date of |  
|                                                       |   | Ended      |   |   | Inception) to |  
|                                                       |   | June 30,   |   |   | June 30,      |  
|                                                       |   | 2008       |   |   | 2008          |  
|                                                       |   |            |   |   |               |  
|Cash Flows From Operating Activities:                  |   |            |   |   |               |  
|Net loss for the
      period                          | $ | (62,971    | ) | $ | (68,304       | )
|Adjustments to reconcile net loss to net cash          |   |            |   |   |               |  
|used by operating activities:                          |   |            |   |   |               |  
|Impairment of mineral property acquisition cost        |   | 6,000      |   |   | 6,000         |  
|Change in non-cash working
      capital balances      |   |            |   |   |               |  
|related
      to operations:                           |   |            |   |   |               |  
|Accounts
      receivable                              |   | -          |   |   | (12           | )
|Accounts payable and accrued liabilities               |   | (4,024     | ) |   | 1,312         |  
|                                                       |   |            |   |   |               |  
|Net cash used in operating activities                  |   | (60,995    | ) |   | (61,004       | )
|                                                       |   |            |   |   |               |  
|Cash Flows From Investing Activities:                  |   |            |   |   |               |  
|Mineral property acquisition cost                      |   | (6,000     | ) |   | (6,000        | )
|Net cash used by investing activities:                 |   | (6,000     | ) |   | (6,000        | )
|                                                       |   |            |   |   |               |  
|Cash Flows from Financing Activities                   |   |            |   |   |               |  
|Proceeds on sale of common stock                       |   | 36,000     |   |   | 83,500        |  
|                                                       |   |            |   |   |               |  
|Net cash provided by financing activities              |   | 36,000     |   |   | 83,500        |  
|                                                       |   |            |   |   |               |  
|Increase (decrease) in cash and restricted cash during |   |            |   |   |               |  
|the period                                             |   | (30,995    | ) |   | 16,496        |  
|                                                       |   |            |   |   |               |  
|Cash, beginning of period                              |   | 47,491     |   |   | -             |  
|                                                       |   |            |   |   |               |  
|Cash, end of period                                    | $ | 16,496     |   | $ | 16,496        |  

(The accompanying notes are an integral part of the financial
statements.) F-3

---

CICERORESOURCESCORP.(An Exploration Stage Company) STATEMENTS OF STOCKHOLDERS'
DEFICIENCY for the period October 19, 2007 (Date of Inception) to June 30,
2008 (Stated in US Dollars) (Unaudited)

|                                                         |                           |   |   |            |   |   |             |  |   | Deficit     |   |   |         |  
|-------------------------------------------------------- | ------------------------- | - | - | ---------- | - | - | ----------- |  | - | ----------- | - | - | ------- | -
|                                                         |                           |   |   |            |   |   |             |  |   | Accumulated |   |   |         |  
|                                                         | Common Stock $0.00001 par |   |   | Additional |   |   | During the  |  |   |             |  
|                                                         | value                     |   |   | Paid-in    |   |   | Exploration |  |   |             |  
|                                                         | Issued                    |   |   |            |   |   | Capital     |  |   | Stage       |   |   |         |  
|                                                         | Shares                    |   |   | Amount     |   |   |             |  |   |             |   |   | Total   |  
|                                                         |                           |   |   |            |   |   |             |  |   |             |   |   |         |  
|Common stock issued for cash                             |                           |   |   |            |   |   |             |  |   |             |   |   |         |  
|- Initial capitalization - at $0.0015                    | 25,000,000                |   | $ | 250        |   | $ | 37,250      |  | $ | -           |   | $ | 37,500  |  
|- Pursuant to subscription agreements
      - at $0.0025 | 4,000,000                 |   |   | 40         |   |   | 9,960       |  |   | -           |   |   | 10,000  |  
|Net loss for the period                                  | -                         |   |   | -          |   |   | -           |  |   | (5,333      | ) |   | (5,333  | )
|                                                         |                           |   |   |            |   |   |             |  |   |             |   |   |         |  
|Balance, December 31, 2007                               | 29,000,000                |   | $ | 290        |   | $ | 47,210      |  | $ | (5,333      | ) | $ | 42,167  |  
|                                                         |                           |   |   |            |   |   |             |  |   |             |   |   |         |  
|Common stock issued for cash                             |                           |   |   |            |   |   |             |  |   |             |   |   |         |  
|- Pursuant to subscription agreements
      - at $0.0025 | 8,000,000                 |   |   | 80         |   |   | 19,920      |  |   | -           |   |   | 20,000  |  
|- Pursuant to subscription agreements - at
      $0.40   | 40,000                    |   |   | -          |   |   | 16,000      |  |   | -           |   |   | 16,000  |  
|- Pursuant to cancellation agreements                    | (3,000,000                | ) |   | (30        | ) |   | 30          |  |   |             |   |   |         |  
|Net loss for the period                                  | -                         |   |   | -          |   |   | -           |  |   | (62,971     | ) |   | (62,971 | )
|                                                         |                           |   |   |            |   |   |             |  |   |             |   |   |         |  
|Balance, June 30, 2008                                   | 34,040,000                |   | $ | 340        |   | $ | 83,160      |  | $ | (68,304     | ) | $ | 15,196  |  

F-4

---

CICERO RESOURCES CORP.(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS June 30, 2008 (Stated in US
Dollars) (Unaudited)

NOTE 1  ORGANIZATION AND NATURE OF BUSINESS

Organization and Operations

Cicero Resources Corp. (the Company) was incorporated in the
State of Nevada on October 19, 2007. The Company is an Exploration Stage Company
as defined by Statement of Financial Accounting Standards (SFAS) No. 7. The
Company has acquired a mineral property located in the Sunset Mining District
within the southwestern corner of the state of Nevada, U.S.A. and has not yet
determined whether this property contains reserves that are economically
recoverable.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements are presented in accordance with
accounting principles generally accepted in the United States and are expressed
in U.S. dollars

Interim Financial Statements

The unaudited interim financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information. In the opinion of management, the unaudited
financial statements have been prepared on the same basis as the annual
financial statements and reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the financial position as of
June 30, 2008 and the results of operations and cash flows for the periods ended
June 30, 2008. The financial data and other information disclosed in these notes
to the interim financial statements related to these periods are unaudited. The
results for the three months ended June 30, 2008 is not necessarily indicative
of the results to be expected for any subsequent quarter or the entire year
ending December 31, 2008. The balance sheet at December 31, 2007 has been
derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted pursuant
to the Securities and Exchange Commissions rules and regulations. These
unaudited financial statements should be read in conjunction with our audited
financial statements and notes thereto for the period ended December 31, 2007 as
included in our report on Form S-1 filed May 12, 2008.

F-5

---

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

These financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, as of June 30, 2008, the
Company had cash of $16,496 and a stockholders equity of $15,196. Further, the
Company has incurred a net loss of $68,304 since its inception, has net working
capital of $15,196 and may incur further losses in the development of its
business, all of which casts substantial doubt about the companys ability to
continue as a going concern, The Companys ability to continue as a going
concern is dependent upon its ability to generate future profitable operations
and/or to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come due.

Mineral Property Costs

The Company has been in the exploration stage since its
incorporation and inception on October 19, 2007 and has not yet realized any
revenues from its planned operations. It is primarily engaged in the acquisition
and exploration of mining properties. Mineral property acquisition costs are
capitalized and are charged to operations as the value is impaired. Exploration
costs are expensed until proven and probable reserves are established. When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserves.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Foreign Currency Translation

The Companys functional and reporting currency is the United
States dollar.

Financial Instruments

The carrying values of the Companys financial instruments,
consisting of cash and cash equivalents, accounts payable and accrued
liabilities, approximate their fair values due to the short maturity of these
instruments.

Environmental Costs

Environmental expenditures that relate to current operations
are charged to operations or capitalized as appropriate. Expenditures that
relate to an existing condition caused by past operations, and which do not
contribute to current or future revenue generation, are charged to operations.
Liabilities are recorded when environmental assessments and/or remedial efforts
are probable, and the cost can be reasonably estimated. Generally, the timing of
these accruals coincides with the earlier of completion of a feasibility study
or the Companys commitment to a plan of action based on the then known facts.

F-6

---

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Income Taxes

Income taxes are accounted for under the assets and liability
method. Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are expected to be recovered or
settled.

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per share in accordance
with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of
both basic and diluted earnings per share (EPS) on the face of the income
statement. Basic EPS is computed by dividing net income (loss) available to
common shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
potentially dilutive common shares outstanding during the period. Diluted EPS
excludes all potentially dilutive shares if their effect is anti-dilutive.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in
accordance with SFAS Nos 123 and 123R. To date, the Company has not adopted a
stock option plan and has not granted any stock options.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a
maturity of three months or less at the time of issuance to be cash equivalents.

Recently Issued Accounting Pronouncements

On December 4, 2007, the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements (SFAS No.
160). SFAS No. 160 requires all entities to report non-controlling (minority)
interests in subsidiaries as equity in the consolidated financial statements.
The statement establishes a single method of accounting for changes in a
parents ownership interest in a subsidiary that do not result in
deconsolidation and expands disclosures in the consolidated financial
statements. SFAS No. 160 is effective for fiscal years beginning after December
15, 2008 and interim periods within those fiscal years. The Company has not yet
determined the impact of the adoption of SFAS No. 160 on its consolidated
financial statements and footnote disclosures.

On December 4, 2007, the FASB issued SFAS No. 141R, Business
Combinations (SFAS No. 141R). SFAS No. 141R requires the acquiring entity in
a business combination to recognize all the assets acquired and liabilities
assumed, establishes the acquisition date fair value as the measurement
objective for all assets acquired and liabilities assumed, and requires the
acquirer to expand disclosures about the nature and financial effect of the
business combination. SFAS No. 141R is effective for business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. The Company has not
yet determined the impact of the adoption of SFAS No. 141R on its consolidated
financial statements and footnote disclosures.

F-7

---

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities (SFAS No. 161). This new
standard is intended to improve financial reporting involving derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entitys financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. The Company is currently evaluating the
impact of adopting SFAS No. 161 on its consolidated financial statements.

In April 2008, the FASB issued Staff Position FAS 142-3,
Determination of the Useful Life of Intangible Assets (FSP FAS 142-3)
which amends the factors an entity should consider in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under FAS No. 142, Goodwill and Other Intangible
Assets (FAS No. 142). FSP FAS 142-3 applies to intangible assets that are
acquired individually or with a group of assets and intangible assets acquired
in both business combinations and asset acquisitions. It removes a provision
under FAS No. 142, requiring an entity to consider whether a contractual renewal
or extension clause can be accomplished without substantial cost or material
modifications of the existing terms and conditions associated with the asset.
Instead, FSP FAS 142-3 requires that an entity consider its own experience in
renewing similar arrangements. An entity would consider market participant
assumptions regarding renewal if no such relevant experience exists. FSP FAS
142-3 is effective for year ends beginning after December 15, 2008 with early
adoption prohibited. We have not yet determined the effect, if any, of the
adoption of this statement on our financial condition or results of operations.

In June 2008, the FASB issued FSP No. EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 concludes
that unvested share-based payment awards that contain rights to receive
non-forfeitable dividends or dividend equivalents are participating securities,
and thus, should be included in the two-class method of computing earnings per
share (EPS). FSP EITF 03-6-1 is effective for fiscal years beginning after
December 15, 2008, and interim periods within those years. Early application of
EITF 03-6-1 is prohibited. It also requires that all prior-period EPS data be
adjusted retrospectively. We have not yet determined the effect, if any, of the
adoption of this statement on our financial condition or results of operations.

Recently Adopted Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation (FIN) No.
48, Accounting for Uncertainty in Income Taxes (FIN 48) which prescribes a
comprehensive model for how a company should recognize, measure, present and
disclose in its financial statements uncertain tax positions that the company
has taken or expects to take on a tax return (including a decision whether to
file or not to file a return in a particular jurisdiction). The accounting
provisions of FIN 48 are effective for fiscal years beginning after December 15,
2006. The adoption of this Interpretation had no impact on the Companys
financial position or results of operations.

F-8

---

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a
framework and gives guidance regarding the methods used for measuring fair
value, and expands disclosures about fair value measurements. In February 2008,
the FASB issued FASB Staff Position No. 157-1, "Application of FASB Statement
No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That
Address Fair Value Measurements for Purposes of Lease Classification or
Measurement under Statement 13" ("FSP 157-1") and FASB Staff Position No. 157-2,
"Effective Date of FASB Statement No. 157" ("FSP No. 157-2"). FSP No. 157-1
amends SFAS No. 157 to remove certain leasing transactions from its scope. FSP
157-2 delays the effective date of SFAS 157 for all non-financial assets and
non-financial liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually),
until fiscal years beginning after November 15, 2008. SFAS No. 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. The adoption of SFAS 157
did not have any impact on the Companys results of operations or financial
position

In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities  Including an Amendment
of FASB Statement No. 115, (SFAS No. 159) which is effective for fiscal years
beginning after November 15, 2007. SFAS No. 159 is an elective standard which
permits an entity to choose to measure many financial instruments and certain
other items at fair value at specified election dates. Subsequent unrealized
gains and losses on items for which the fair value option has been elected will
be reported in earnings. The adoption of SFAS 159had no impact on the Companys
results of operations or financial position

NOTE 3  COMMON STOCK

On December 12, 2007, we sold 25,000,000 shares of our common
stock to First Centerline Investments Ltd., a Nevada corporation controlled by
our sole director and officer, Tom Alexiou, at $0.0015 per share for cash
proceeds of $37,500. These securities were issued without a prospectus pursuant
to Section 4(2) of the Securities Act.

On December 21, 2007 we sold 4,000,000 shares and on January
30, 2008, we sold 8,000,000 shares of our common stock to six investors, at
$0.0025 per share for cash proceeds of $10,000 and $20,000, respectively. These
securities were issued without a prospectus pursuant to Regulation S of the
Securities Act.

On February 19, 2008, we sold 40,000 shares of our common stock
to 32 investors at $0.40 per share for cash proceeds of $16,000. These
securities were issued without a prospectus pursuant to Regulation S of the
Securities Act.

On April 28, 2008, we entered into agreements with our 6
investors who purchased an aggregate of 12,000,000 shares of our common stock,
to cancel an aggregate of 3,000,000 shares of our common stock; 500,000 shares
of our common stock per investor. We felt that this would benefit the company by
decreasing the amount of shares which were sold at a very low price and in
consideration we agreed to register an aggregate of 240,000 shares of our common
stock held by the 6 investors; 40,000 shares of our common stock per investor.

F-9

---

NOTE 4  RELATED PARTY TRANSACTIONS

On December 12, 2007, we sold 25,000,000 shares of our common
stock to First Centerline Investments Ltd., a Nevada corporation controlled by
our sole director and officer, Tom Alexiou, at $0.0015 per share for cash
proceeds of $37,500. These securities were issued without a prospectus pursuant
to Section 4(2) of the Securities Act.

NOTE 5  CONTINGENCY

The Company may in the future decide to engage in a reverse
acquisition transaction and acquire a target company in an unrelated business
through the delivery of sufficient common stock to the stockholders of the
target company to result in a change in control of the Company after the
transaction. The SEC may categorize the Company as a shell company prior to
such a transaction and subject the Company to more stringent disclosure rules
regarding any reverse acquisition transaction.

Office space is provided to the Company by its president at no
charge.

NOTE 6  MINING ACQUISITIONS

On January 30, 2008, the Company entered into an option
agreement with Multi Metal Mining Corp to acquire an undivided 100% interest in
a certain lode mining claim known as the Crimson Queen lode mining claim located
in Clark County Nevada.

The terms of the agreement are:

- $6,000 cash payment upon execution of the option agreement
- $50,000 cash payment within one year of execution
- An additional $200,000 in cash payments and 1,000,000 common shares issued
  by the Company to Multi Metal Mining Corp within two years of executing the
  agreement.

F-10

---

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking
statements that involve risks and uncertainties. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology including "could", "may",
"will", "should", "expect", "plan", "anticipate", "believe", "estimate",
"predict", "potential" and the negative of these terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.

While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested in this report.

Overview

We are a startup mineral exploration company focused on the
development of a portfolio of our gold property and the acquisition of
additional prospects. We have had no revenues as of the end of our most recent
fiscal year and we have only recently begun limited operations.

On January 30, 2008 we entered into an option agreement with
Multi Metal Mining Corp. pursuant to which we acquired an option to purchase an
undivided 100% interest in a gold prospect propertycommonly known as the
Crimson Queen Property, subject to a 5% net smelter return. The Crimson Queen
Property is comprised of approximately 20 acres of land located in the Sunset
Mining District, Clark County, Nevada, USA.

In order to fully exercise the option to purchase the 100%
interest in the Crimson Queen Property, we must pay an additional $50,000 by
January 30, 2009 and pay $200,000, as well as issue 1,000,000 shares of our
common stock by January 30, 2010.

Liquidity and Capital Resources

At June 30, 2008 we had cash of $16,496 in our bank accounts
and working capital of $15,196. Our net loss from inception on October 19, 2007
to June 30, 2008 was $68,304. We are solely dependent on the funds raised
through our equity or debt financing and our net loss was funded through equity
financing.

Since October 19, 2007 (date of inception) to present, we
raised gross proceeds of $83,500 in cash from the sale of our securities. We did
not raise any money through investing activities in the six months ended June
30, 2008.

For the six months ended June 30, 2008, we used net cash of $60,995in operating activities. We also received net cash of $36,000 from financing activities. Our cash level decreased by $30,995 for the six months ended June 30, 2008 due to the high professional fees associated with filing our registration statement.

For the six months ended June 30, 2008 we also used $6,000 in investing activities for the initial payment on our option to purchase the Crimson Queen Property.

2

---

On April 28, 2008, we entered into agreements with 6 of our
investors to cancel an aggregate of 3,000,000 shares of our common stock or
500,000 shares of our common stock per investor. These investors initially
purchased an aggregate of 12,000,000 shares. We felt that this would benefit the
company by decreasing the amount of shares which were sold at a very low price
and in return we agreed to register an aggregate of 240,000 shares of our common
stock held by the 6 investors (40,000 shares of our common stock per investor)
on our Form S-1 filed with the SEC on May 12, 2008.

We expect to require approximately an additional $850,000 in financing to undertake our planned operations and exploration activities over the next 12 months (beginning August 2008), as follows:

Description of
      Expense
    AmountRetain a geologist
      as a contractor
    $20,000Retain a land
      specialist and an engineer as contractors
    $20,000Equipment rental
      costs
    $22,000Conduct the first phase of an exploration program on the
      Crimson Queen Property
    $80,500Conduct the second phase of an exploration program on the
      Crimson Queen Property
    $220,000Maintain and exercise the options to acquire the Crimson
      Queen Property
    $50,000Annual maintenance
      charges on the property
    $125Obtaining
      interests in other mining properties
    $250,000Consulting fees
    $50,000Management fees
    $50,000General and
      administrative expenses
    $50,000Professional Fees
    $40,000Total
    $852,625


At present, our cash requirements for the next twelve months
outweigh the funds available to maintain or develop our operations. In order to
fully carry out our business plan, we need additional financing of approximately
$850,000 for the next 12 months. In order to improve our liquidity, we intend to
raise additional equity financing from private investors or through a registered
public offering. We intend to negotiate with our management and consultants to
pay parts of salaries and fees with stock and stock options instead of cash.
There can be no assurance we will be successful in our efforts to secure
additional equity financing. If we are unable to raise equity or obtain
alternative financing, we may be unable to continue operations with respect to
the continued development and marketing of our company and out business plan may
fail.

3

---

If cash flow improves through these efforts, management
believes that we can continue to operate. However, no assurance can be given
that management's actions will result in profitable operations or improve our
liquidity situation.

Results of Operations for the Period From October 19, 2007
(Date of Inception) to June 30, 2008 and for the Three Months Ended June 30,
2008.

Lack of Revenues

We have had limited operations since our inception on October
19, 2007 to June 30, 2008 and we have not generated any revenues. As of June 30,
2008, we had total assets of $16,508 and total liabilities of $1,312. Since our
inception to June 30, 2008, we have an accumulated deficit of $68,304. We
anticipate that we will incur substantial losses over the next year. Our ability
to generate any revenues in the next 12 months remains to be uncertain.

Expenses

We accumulated total expenses of $68,304 from the date of our
inception to June 30, 2008, including $44,441 in professional fees, $6,000 in
acquisition of our mineral property, $13,828 in transfer agent and filing fees,
and $4,035 in accounting and audit fees as well as bank charges.

For the three months ended June 30, 2008, we incurred total
expenses of $16,464, including $6,602 in professional fees, $8,457 in transfer
agent and filing fees, and $1,405 in accounting and audit fees as well as bank
charges.

Net Loss

From the time of inception on October 19, 2007 to June 30, 2008 we incurred a net loss of $68,304

Results of Operations for the Six Months Ended June 30,
  2008.

Lack of Revenues

We did not earn any revenues in the six months ended June 30,
2008. We anticipate that we will incur substantial losses over the next year and
our ability to generate any revenues in the next 12 months continues to be
uncertain.

Expenses

For the six months ended June 30, 2008, we incurred total
expenses of $62,971, including $39,116 in professional fees, $13,828 in transfer
agent and filing fees, and $4,027 in accounting and audit fees as well as bank
charges.

Net Loss

For the six months ended June 30, 2008, we incurred a net loss
of $62,971.

Inflation

The amounts presented in the financial statements do not
provide for the effect of inflation on our operations or financial position. The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation adjustments.

4

---

Off-Balance Sheet Arrangements

As of June 30, 2008, we had no off-balance sheet transactions
  that have or are reasonably likely to have a current or future effect on our
  financial condition, changes in our financial condition, revenues or expenses,
  results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Not applicable.

Item 4T. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures as of June 30, 2008. Based on this
evaluation, our management has concluded that our disclosure controls and
procedures adequately ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. The evaluation did not identify any change in our internal control over
financial reporting that occurred during the period ended June 30, 2008 that has
materially affected or is reasonably likely to materially affect our internal
control over such reporting.

The term "internal control over financial reporting" is defined
as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrant's Board of Directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

|(1) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(2) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(3) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, or use or disposition of the
      registrant's assets that could have a material effect on the financial
      statements.                                                                                                                                           

5

---

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

This quarterly report does not include a report of managements
assessment regarding internal control over financial reporting or an attestation
report of our registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.

PART II  OTHER INFORMATION

Item 1. Legal Proceedings.

We are not aware of any legal proceedings which involve Cicero
or any of its properties or subsidiaries.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

From April 1, 2008 to June 30, 2008, we did not sell any
unregistered securities.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security
Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits

|Exhibit | Description                                                                                                                                                                                                      
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                  
|31.1    | Certification
        of the Chief Executive Officer and Chief Financial Officer Pursuant to
        Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the
        Sarbanes- Oxley Act of 2002
|        |                                                                                                                                                                                                                  
|32.1    | Certification
        of the Chief Executive Officer and Chief Financial Officer Pursuant to
        18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002         

6

---

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                      | Cicero Resources Corp.            
|--------------------- | ----------------------------------
|                      | (Registrant)                      
|                      |                                   
|                      | /s/ Tom
      Alexiou             
|Date: August 20, 2008 | Tom Alexiou                       
|                      | President, Chief Executive Officer
|                      | Director, Chief Financial Officer,
|                      | Principal Accounting Officer      

7

---